Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing of Proposed Rule Change and Amendment No. 1 Thereto Relating to the Listing and Trading of Shares of the NYSE Arca U.S. Equity Synthetic Reverse Convertible Index Fund Under NYSE Arca Equities Rule 5.2(j)(3), 64153-64160 [2012-25598]

Agencies

• SECURITIES AND EXCHANGE COMMISSION

[Federal Register Volume 77, Number 202 (Thursday, October 18, 2012)]
[Notices]
[Pages 64153-64160]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2012-25598]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-68043; File No. SR-NYSEArca-2012-108]


Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing 
of Proposed Rule Change and Amendment No. 1 Thereto Relating to the 
Listing and Trading of Shares of the NYSE Arca U.S. Equity Synthetic 
Reverse Convertible Index Fund Under NYSE Arca Equities Rule 5.2(j)(3)

October 12, 2012.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(``Act'' or ``Exchange Act'') \1\ and Rule 19b-4 thereunder,\2\ notice 
is hereby given that, on September 27, 2012, NYSE Arca, Inc. 
(``Exchange'' or ``NYSE Arca'') filed with the Securities and Exchange 
Commission (``Commission'') the proposed rule change as described in 
Items I, II, and III below, which Items have been prepared by the 
Exchange. On October 2, 2012, the Exchange submitted Amendment No. 1 to 
the proposed rule change.\3\ The Commission is publishing this notice 
to solicit comments on the proposed rule change from interested 
persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ In Amendment No. 1, the Exchange amended the filing to 
specify that a list of components of the Index (as defined below), 
with percentage weightings, will be available on the Exchange's Web 
site, and that the Exchange may halt trading in the Shares (as 
defined below) if the Index value, or the value of the components of 
the Index, is not available or not disseminated as required.
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange proposes to list and trade shares of the following 
issue under Commentary .01 to NYSE Arca Equities Rule 5.2(j)(3) 
(``Investment Company Units''): NYSE Arca U.S. Equity Synthetic Reverse 
Convertible Index Fund. The text of the proposed rule change is 
available on the Exchange's Web site at www.nyse.com, at the principal 
office of the Exchange, and at the Commission's Public Reference Room.

II. Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

    In its filing with the Commission, the self-regulatory organization 
included statements concerning the purpose of, and basis for, the 
proposed rule change and discussed any comments it received on the 
proposed rule change. The text of those statements may be examined at 
the places specified in Item IV below. The Exchange has prepared 
summaries, set forth in sections A, B, and C below, of the most 
significant parts of such statements.

A. Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

1. Purpose
    The Exchange proposes to list and trade shares (``Shares'') of the 
NYSE Arca U.S. Equity Synthetic Reverse Convertible Index Fund 
(``Fund'') under Commentary .01 to NYSE Arca Equities Rule 5.2(j)(3), 
which governs the listing and trading of Investment Company Units.\4\ 
The Shares will be issued by the ALPS ETF Trust (``Trust''). ALPS 
Advisors, Inc. will be the Fund's investment adviser (``Adviser''), and 
Rich Investment Solutions, LLC, will be the Fund's investment sub-
adviser (``Sub-Adviser'').\5\ The Bank of New York Mellon (``BNY'') 
will serve as custodian, Fund accounting agent, and transfer agent for 
the Fund. ALPS Distributors, Inc. will be the Fund's distributor 
(``Distributor'').\6\
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    \4\ NYSE Arca Equities Rule 5.2(j)(3)(A) provides that an 
Investment Company Unit is a security that represents an interest in 
a registered investment company that holds securities comprising, or 
otherwise based on or representing an interest in, an index or 
portfolio of securities (or holds securities in another registered 
investment company that holds securities comprising, or otherwise 
based on or representing an interest in, an index or portfolio of 
securities).
    \5\ An investment adviser to an open-end fund is required to be 
registered under the Investment Advisers Act of 1940 (``Advisers 
Act''). As a result, the Adviser and Sub-Adviser and their related 
personnel are subject to the provisions of Rule 204A-1 under the 
Advisers Act relating to codes of ethics. This Rule requires 
investment advisers to adopt a code of ethics that reflects the 
fiduciary nature of the relationship to clients as well as 
compliance with other applicable securities laws. Accordingly, 
procedures designed to prevent the communication and misuse of non-
public information by an investment adviser must be consistent with 
Rule 204A-1 under the Advisers Act. In addition, Rule 206(4)-7 under 
the Advisers Act makes it unlawful for an investment adviser to 
provide investment advice to clients unless such investment adviser 
has (i) adopted and implemented written policies and procedures 
reasonably designed to prevent violation, by the investment adviser 
and its supervised persons, of the Advisers Act and the Commission 
rules adopted thereunder; (ii) implemented, at a minimum, an annual 
review regarding the adequacy of the policies and procedures 
established pursuant to subparagraph (i) above and the effectiveness 
of their implementation; and (iii) designated an individual (who is 
a supervised person) responsible for administering the policies and 
procedures adopted under subparagraph (i) above.
    \6\ The Trust is registered under the Investment Company Act of 
1940 (15 U.S.C. 80a-1) (``1940 Act''). On June 22, 2012, the Trust 
filed with the Commission an amendment to its registration statement 
on Form N-1A under the Securities Act of 1933 (15 U.S.C. 77a), and 
under the 1940 Act relating to the Fund (File Nos. 333-148826 and 
811-22175) (``Registration Statement''). The description of the 
operation of the Trust and the Fund herein is based, in part, on the 
Registration Statement. In addition, the Commission has issued an 
order granting certain exemptive relief to the Trust under the 1940 
Act. See Investment Company Act Release No. 812-13430 (May 1, 2008) 
(``Exemptive Order'').
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    The Adviser is affiliated with a broker-dealer and will implement 
and maintain procedures designed to prevent the use and dissemination 
of material, non-public information regarding the Fund's portfolio. The 
Sub-Adviser is not affiliated with a broker-dealer. In the event (a) 
the Sub-Adviser becomes newly affiliated with a broker-dealer, or (b) 
any new adviser or sub-adviser becomes affiliated with a broker-dealer, 
it will implement a fire wall and maintain procedures designed to 
prevent the use and dissemination of material, non-public information 
regarding the Fund's portfolio.
    NYSE Arca will be the ``Index Provider'' for the Fund. NYSE Arca is 
not affiliated with the Trust, the Adviser, the Sub-Adviser, or the 
Distributor. NYSE Arca is affiliated with a broker-dealer and will 
implement a fire wall and maintain procedures designed to prevent the 
use and dissemination of material, non-public information regarding the 
Index.

[[Page 64154]]

Description of the Fund

    According to the Registration Statement, the Fund will seek 
investment results that correspond generally to the performance, before 
the Fund's fees and expenses, of the NYSE Arca U.S. Equity Synthetic 
Reverse Convertible Index (``Index''). The Index reflects the 
performance of a portfolio consisting of short over-the-counter 
(``OTC'') put options that have been written on 20 of the most volatile 
U.S. stocks that also have market capitalization of at least $5 
billion.
    In seeking to replicate, before expenses, the performance of the 
Index, the Fund will generally sell (i.e., write) 90-day OTC ``down and 
in'' put options, as described below, in proportion to their weightings 
in the Index on economic terms which mirror those of the Index. Each 
option written by the Fund will be covered through investments in three 
month Treasury bills (``T-bills'') at least equal to the Fund's maximum 
liability under the option (i.e., the strike price). The Sub-Adviser 
will seek a correlation over time of 0.95 or better between the Fund's 
performance and the performance of the Index. A figure of 1.00 would 
represent perfect correlation.\7\
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    \7\ According to the Registration Statement, while the Fund will 
not invest in traditional reverse convertible securities (i.e., 
those which convert into the underlying stock), the down and in put 
options written by the Fund will have the effect of exposing the 
Fund to the return of reverse convertible securities (based on 
equity securities) as if the Fund owned such reverse convertible 
securities directly.
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Index Methodology and Construction

    According to the Registration Statement, the Index measures the 
return of a hypothetical portfolio consisting of OTC put options which 
have been written on each of 20 stocks and a cash position calculated 
as described below. The 20 stocks on which options will be written are 
those 20 stocks from a selection of the largest capitalized (over $5 
billion in market capitalization) stocks which also have listed options 
and which have the highest volatility, as determined by the Index 
Provider. These stocks will be NMS stocks as defined in Rule 600 of 
Regulation NMS under the Exchange Act.\8\
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    \8\ Terms relating to the Trust, the Fund, and the Shares 
referred to, but not defined, herein are defined in the Registration 
Statement.
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    The options are of the type known as ``down and in'' put options. A 
down and in option is a contract that becomes a typical option (i.e., 
the option ``knocks in'' at a predetermined strike price) once the 
underlying stock declines to a specified price (``barrier price''). 
These types of options are found in ``reverse convertible'' securities, 
which convert into the underlying stock (or settle in cash) only upon a 
decline in the value of the underlying stock rather than a rise (as is 
the case with typical convertible instruments).
    According to the Registration Statement, each option included in 
the Index is a ``European-style'' option (i.e., an option which can 
only be exercised at its expiration) with a 90-day term. The strike 
prices of the option positions included in the Index are determined 
based on the closing prices of the options' underlying stocks as of the 
beginning of each 90-day period. The barrier price of each such option 
is 80% of the strike price. At the expiration of each 90-day period, if 
an underlying stock closes at or below its respective barrier price, a 
cash settlement payment in an amount equal to the difference between 
the strike price and the closing price of the stock is deemed to be 
made, and the Index value is correspondingly reduced. If the underlying 
stock does not close at or below the barrier price, then the option 
expires worthless and the entire amount of the premium payment is 
retained within the Index.
    The components of the Index will be OTC down and in puts written on 
20 equally weighted stocks selected based on the following screening 
parameters:
    (1) U.S. listing of U.S. companies;
    (2) Publicly listed and traded options available;
    (3) Listed market capitalization greater than $5 billion;
    (4) Top 20 stocks when ranked by 3-month implied volatility;
    (5) The underlying company equity securities will have a minimum 
trading volume of at least 50 million shares for the preceding six 
months; and
    (6) Underlying company equity securities will have a minimum 
average daily trading volume of at least one million shares and a 
minimum average daily trading value of at least $10 million for the 
preceding six months.
    The selection of the twenty underlying stocks will occur each 
quarter (March, June, September, and December) two days prior to the 
third Friday of the month, in line with option expiration for listed 
options. The selection of the twenty underlying stocks will not, 
however, be limited to those with listed options expiring in March, 
June, September, or December.
    The Index value will reflect a cash amount invested in on-the-run 
3-month T-Bills plus the premium collected on the short position in the 
20 down-and-in puts written by the Index each quarter. The notional 
amount of each of the 20 down-and-in puts will be equal to 1/20th of 
the cash amount in the Index at the beginning of each quarter. The cash 
amount (initially 1,000 for the origination date of the Index) will be 
incremented by premiums generated each quarter from the 20 down-and-in 
puts sold, then decremented by cash settlements of any down-and-in puts 
expiring in-the-money and the distribution amount (as defined below). 
The cash amount will be invested in T-Bills and will accrete by 
interest earned on the T-Bills.
    The End of Day Index Value will be calculated as follows: End of 
Day Index Value = Beginning of Quarter Index Value + Premium Generated 
- Option Values + Accrued Interest - distribution amount, where:
     Beginning of Quarter Index Value is 1,000 for the 
origination date of the Index; thereafter, it is the previous quarter-
end End of Day Index Value;
     Premium Generated is the sum of Option Values for each of 
the 20 down-and-in puts sold by the Index at the end of the previous 
quarter;
     Option Value is the value of each of the 20 down-and-in 
puts written by the Index at the end of each quarter. The notional 
amount of each down-and-in put sold by the Index for the current 
quarter is 1/20th of the Beginning of Quarter Index Value;
     Accrued Interest is the daily interest earned on the cash 
amount held by the Index and invested in T-Bills;
     Cash amount of the Index for any quarter is the Beginning 
of Quarter Index Value plus the Premium Generated for that quarter;
     Distribution amount for any quarter and paid out at the 
beginning of the next relevant quarter is 2.5% of the End of Day Index 
Value for the final day of the relevant quarter. If 2.5% of the End of 
Day Index Value for the final day of the relevant quarter exceeds the 
amount of the Premium Generated, then the distribution amount will 
equal the Premium Generated.
     A total return level for the Index will be calculated and 
published at the end of each day. The total return calculation will 
assume the quarterly index distribution is invested directly in the 
Index at the beginning of the quarter in which it is paid.
    The Registration Statement provides the following example. A stock 
``ABC'' trades at $50 per share at the start of the 90-day period, and 
a down and in 90-day put was written at an 80% barrier (resulting in a 
strike price of $50 per share and a barrier price of $40 per share) for 
a premium of $4 per share:
    Settlement above the barrier price: If at the end of 90 days the 
ABC stock closed at any value above the barrier

[[Page 64155]]

price of $40, then the option would expire worthless and the Index's 
value would reflect the retention of the $4 per share premium. The 
Index's value thus would be increased by $4 per share on the ABC option 
position.
    Settlement at the barrier price: If at the end of 90 days ABC 
closed at the barrier price of $40, then the option would settle in 
cash at the closing price of $40, and the Index's value would be 
reduced by $10 per share to reflect the settlement of the option. 
However, the Index's value would reflect the retention of the $4 per 
share premium, so the net loss to the Index's value would be $6 per 
share on the ABC option position.
    Settlement below the barrier price: If at the end of 90 days, ABC 
closed at $35, then the option would settle in cash at the closing 
price of $35, and the Index's value would be reduced by $15 per share 
to reflect the settlement of the option. However, the Index's value 
would reflect the retention of the $4 per share premium, so the net 
loss to the Index's value would be $11 per share on the ABC option 
position.
    According to the Registration Statement, the Index's value is equal 
to the value of the options positions comprising the Index plus a cash 
position. The cash position starts at a base of 1,000. The cash 
position is increased by option premiums generated by the option 
positions comprising the Index and interest on the cash position at an 
annual rate equal to the three month T-Bill rate. The cash position is 
decreased by cash settlement on options which ``knock in'' (i.e., where 
the closing price of the underlying stock at the end of the 90-day 
period is at or below the barrier price). The cash position is also 
decreased by a deemed quarterly cash distribution, currently targeted 
at the rate of 2.5% of the value of the Index. However, if the option 
premiums generated during the quarter are less than 2.5%, the deemed 
distribution will be reduced by the amount of the shortfall.

The Fund's Investments

    According to the Registration Statement, the Fund, under normal 
circumstances,\9\ will invest at least 80% of its total assets in 
component securities that comprise the Index and in T- Bills which will 
be collateral for the options positions. The Fund will invest in the 
option positions determined by the Index Provider by writing (i.e., 
selling) OTC 90-day down and in put options in proportion to their 
weightings in the Index on economic terms which mirror those of the 
Index. By writing an option, the Fund will receive premiums from the 
buyer of the option, which will increase the Fund's return if the 
option does not ``knock in'' and thus expires worthless. However, if 
the option's underlying stock declines by a specified amount (or more), 
the option will ``knock in'' and the Fund will be required to pay the 
buyer the difference between the option's strike price and the closing 
price. Therefore, by writing a put option, the Fund will be exposed to 
the amount by which the price of the underlying is less than the strike 
price. Accordingly, the potential return to the Fund will be limited to 
the amount of option premiums it receives, while the Fund can 
potentially lose up to the entire strike price of each option it sells. 
Further, if the value of the stocks underlying the options sold by the 
Fund increases, the Fund's returns will not increase accordingly.
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    \9\ The term ``under normal circumstances'' includes, but is not 
limited to, the absence of extreme volatility or trading halts in 
the equities or options markets or the financial markets generally; 
operational issues causing dissemination of inaccurate market 
information; or force majeure type events such as systems failure, 
natural or man-made disaster, act of God, armed conflict, act of 
terrorism, riot or labor disruption, or any similar intervening 
circumstance.
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    Typically, the writer of a put option incurs an obligation to buy 
the underlying instrument from the purchaser of the option at the 
option's exercise price, upon exercise by the option purchaser. 
However, the put options to be sold by the Fund will be settled in cash 
only. The Fund may need to sell down and in put options on stocks other 
than those underlying the option positions contained in the Index if 
the Fund is unable to obtain a competitive market from OTC option 
dealers on a stock underlying a particular option position in the 
Index, thus preventing the Fund from writing an option on that 
stock.\10\
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    \10\ The Fund will transact only with OTC options dealers that 
have in place an International Swaps and Derivatives Association 
agreement with the Fund.
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    Every 90 days, the options included within the Index are cash 
settled or expire, and new option positions are established. The Fund 
will enter into new option positions accordingly. This 90-day cycle 
likely will cause the Fund to have frequent and substantial portfolio 
turnover. If the Fund receives additional inflows (and issues more 
Shares accordingly in large numbers known as ``Creation Units,'' as 
further defined below) during a 90-day period, the Fund will sell 
additional OTC down and in put options which will be exercised or 
expire at the end of such 90-day period. Conversely, if the Fund 
redeems Shares in Creation Unit size during a 90-day period, the Fund 
will terminate the appropriate portion of the options it has sold 
accordingly.

Secondary Investment Strategies

    The Fund may invest its remaining assets in money market 
instruments,\11\ including repurchase agreements \12\ or other funds 
which invest exclusively in money market instruments, convertible 
securities, structured notes (notes on which the amount of principal 
repayment and interest payments are based on the movement of one or 
more specified factors, such as the movement of a particular stock or 
stock index), forward foreign currency exchange contracts, and in 
swaps,\13\ options (other than options in which the Fund principally 
will invest), and futures

[[Page 64156]]

contracts.\14\ Swaps, options (other than options in which the Fund 
principally will invest), and futures contracts (and convertible 
securities and structured notes) may be used by the Fund in seeking 
performance that corresponds to the Index and in managing cash 
flows.\15\ The Fund will not invest in money market instruments as part 
of a temporary defensive strategy to protect against potential stock 
market declines. The Adviser anticipates that it may take approximately 
three business days (i.e., each day the New York Stock Exchange 
(``NYSE'') is open) for additions and deletions to the Index to be 
reflected in the portfolio composition of the Fund.
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    \11\ The Fund may invest a portion of its assets in high-quality 
money market instruments on an ongoing basis to provide liquidity. 
The instruments in which the Fund may invest include: (i) Short-term 
obligations issued by the U.S. Government; (ii) negotiable 
certificates of deposit (``CDs''), fixed time deposits, and bankers' 
acceptances of U.S. and foreign banks and similar institutions; 
(iii) commercial paper rated at the date of purchase ``Prime-1'' by 
Moody's Investors Service, Inc. or ``A-1+'' or ``A-1'' by Standard & 
Poor's or, if unrated, of comparable quality as determined by the 
Adviser; (iv) repurchase agreements; and (v) money market mutual 
funds. CDs are short-term negotiable obligations of commercial 
banks. Time deposits are non-negotiable deposits maintained in 
banking institutions for specified periods of time at stated 
interest rates. Banker's acceptances are time drafts drawn on 
commercial banks by borrowers, usually in connection with 
international transactions.
    \12\ Repurchase agreements are agreements pursuant to which 
securities are acquired by the Fund from a third party with the 
understanding that they will be repurchased by the seller at a fixed 
price on an agreed date. These agreements may be made with respect 
to any of the portfolio securities in which the Fund is authorized 
to invest. Repurchase agreements may be characterized as loans 
secured by the underlying securities. The Fund may enter into 
repurchase agreements with (i) member banks of the Federal Reserve 
System having total assets in excess of $500 million and (ii) 
securities dealers (``Qualified Institutions''). The Adviser will 
monitor the continued creditworthiness of Qualified Institutions. 
The Fund also may enter into reverse repurchase agreements, which 
involve the sale of securities with an agreement to repurchase the 
securities at an agreed-upon price, date, and interest payment and 
have the characteristics of borrowing.
    \13\ Swap agreements are contracts between parties in which one 
party agrees to make periodic payments to the other party 
(``Counterparty'') based on the change in market value or level of a 
specified rate, index, or asset. In return, the Counterparty agrees 
to make periodic payments to the first party based on the return of 
a different specified rate, index, or asset. Swap agreements will 
usually be done on a net basis, the Fund receiving or paying only 
the net amount of the two payments. The net amount of the excess, if 
any, of the Fund's obligations over its entitlements with respect to 
each swap will be accrued on a daily basis and an amount of cash or 
highly liquid securities having an aggregate value at least equal to 
the accrued excess will be maintained in an account at the Trust's 
custodian bank.
    \14\ The Fund may utilize U.S. listed exchange-traded futures. 
According to the Registration Statement, the Commodity Futures 
Trading Commission has eliminated limitations on futures trading by 
certain regulated entities, including registered investment 
companies, and consequently registered investment companies may 
engage in unlimited futures transactions and options thereon 
provided that the investment adviser to the company claims an 
exclusion from regulation as a commodity pool operator. In 
connection with its management of the Trust, the Adviser has claimed 
such an exclusion from registration as a commodity pool operator 
under the Commodity Exchange Act (7 U.S.C. 1) (``CEA''). Therefore, 
it is not subject to the registration and regulatory requirements of 
the CEA, and there are no limitations on the extent to which the 
Fund may engage in non-hedging transactions involving futures and 
options thereon, except as set forth in the Registration Statement.
    \15\ Swaps, options (other than options in which the Fund 
principally will invest), and futures contracts will not be included 
in the Fund's investment, under normal market circumstances, of at 
least 80% of its total assets in component securities that comprise 
the Index and in T-Bills, as described above.
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    The Fund may invest in the securities of other investment companies 
(including money market funds). Under the 1940 Act, the Fund's 
investment in investment companies is limited to, subject to certain 
exceptions, (i) 3% of the total outstanding voting stock of any one 
investment company, (ii) 5% of the Fund's total assets with respect to 
any one investment company, and (iii) 10% of the Fund's total assets of 
investment companies in the aggregate.\16\
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    \16\ 15 U.S.C. 80a-12(d).
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    The Fund may hold up to an aggregate amount of 15% of its net 
assets in illiquid securities (calculated at the time of investment), 
including Rule 144A securities. The Fund will monitor its portfolio 
liquidity on an ongoing basis to determine whether, in light of current 
circumstances, an adequate level of liquidity is being maintained, and 
will consider taking appropriate steps in order to maintain adequate 
liquidity if, through a change in values, net assets, or other 
circumstances, more than 15% of the Fund's net assets are held in 
illiquid securities. Illiquid securities include securities subject to 
contractual or other restrictions on resale and other instruments that 
lack readily available markets as determined in accordance with 
Commission staff guidance.\17\
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    \17\ The Commission has stated that long-standing Commission 
guidelines have required open-end funds to hold no more than 15% of 
their net assets in illiquid securities and other illiquid assets. 
See Investment Company Act Release No. 28193 (March 11, 2008), 73 FR 
14618 (March 18, 2008), footnote 34. See also Investment Company Act 
Release No. 5847 (October 21, 1969), 35 FR 19989 (December 31, 1970) 
(Statement Regarding ``Restricted Securities''); Investment Company 
Act Release No. 18612 (March 12, 1992), 57 FR 9828 (March 20, 1992) 
(Revisions of Guidelines to Form N-1A). A fund's portfolio security 
is illiquid if it cannot be disposed of in the ordinary course of 
business within seven days at approximately the value ascribed to it 
by the fund. See Investment Company Act Release No. 14983 (March 12, 
1986), 51 FR 9773 (March 21, 1986) (adopting amendments to Rule 2a-7 
under the 1940 Act); Investment Company Act Release No. 17452 (April 
23, 1990), 55 FR 17933 (April 30, 1990) (adopting Rule 144A under 
the 1933 Act).
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    The Fund intends to qualify for and to elect to be treated as a 
separate regulated investment company (``RIC'') under Subchapter M of 
the Internal Revenue Code of 1986, as amended.\18\ As a RIC, the Fund 
will not be subject to U.S. federal income tax on the portion of its 
taxable investment income and capital gain it distributes to its 
shareholders. To qualify for treatment as a RIC, a company must 
annually distribute at least 90% of its net investment company taxable 
income (which includes dividends, interest, and net capital gains) and 
meet several other requirements relating to the nature of its income 
and the diversification of its assets. If the Fund fails to qualify for 
any taxable year as a RIC, all of its taxable income will be subject to 
tax at regular corporate income tax rates without any deduction for 
distributions to shareholders, and such distributions generally will be 
taxable to shareholders as ordinary dividends to the extent of the 
Fund's current and accumulated earnings and profits.
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    \18\ 26 U.S.C. 851.
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    The Fund will not invest in non-U.S. equity securities. The Fund's 
investments will be consistent with the Fund's investment objective and 
will not be used to enhance leverage.
    As described above, the Index components must be based upon 20 
equally weighted U.S. listed U.S. companies and have publicly listed 
and traded options. In addition, the underlying companies will have a 
market capitalization greater than $5 billion. Furthermore, the 
underlying company equity securities will have a minimum trading volume 
of at least 50 million shares for each of the preceding six months and 
a minimum average daily trading value of at least $10 million for the 
preceding six months. As such, the Exchange believes that the Index is 
sufficiently broad based in scope and, as such, is less susceptible to 
potential manipulation in view of the market capitalization and 
liquidity criteria.

Pricing Fund Shares

    According to the Registration Statement, the Fund's OTC put options 
on equity securities will be valued pursuant to a third-party option 
pricing model. Debt securities will be valued at the mean between the 
last available bid and ask prices for such securities or, if such 
prices are not available, at prices for securities of comparable 
maturity, quality, and type. Securities for which market quotations are 
not readily available, including restricted securities, will be valued 
by a method that the Fund's Board of Trustees believe accurately 
reflects fair value. Securities will be valued at fair value when 
market quotations are not readily available or are deemed unreliable, 
such as when a security's value or meaningful portion of the Fund's 
portfolio is believed to have been materially affected by a significant 
event. Such events may include a natural disaster, an economic event 
like a bankruptcy filing, trading halt in a security, an unscheduled 
early market close, or a substantial fluctuation in domestic and 
foreign markets that has occurred between the close of the principal 
exchange and the NYSE. In such a case, the value for a security is 
likely to be different from the last quoted market price. In addition, 
due to the subjective and variable nature of fair market value pricing, 
it is possible that the value determined for a particular asset may be 
materially different from the value realized upon such asset's sale.

Creations and Redemptions

Creation of Shares

    The Trust will issue and sell Shares of the Fund only in Creation 
Units of 100,000 Shares each on a continuous basis through the 
Distributor, without a sales load, at its net asset value (``NAV'') 
next determined after receipt, on any business day, of an order in 
proper form. Creation Units of the Fund generally will be sold for cash 
only, calculated based on the NAV per Share multiplied by the number of 
Shares representing a Creation Unit (``Deposit Cash''), plus a 
transaction fee.
    The Custodian, through the National Securities Clearing Corporation 
(``NSCC''), will make available on each business day, prior to the 
opening of business on NYSE Arca (currently 9:30

[[Page 64157]]

a.m. Eastern Time (``E.T.'')), the amount of the Deposit Cash to be 
deposited in exchange for a Creation Unit of the Fund.
    To be eligible to place orders with the Distributor and to create a 
Creation Unit of the Fund, an entity must be (i) a ``Participating 
Party,'' i.e., a broker-dealer or other participant in the clearing 
process through the Continuous Net Settlement System of the NSCC 
(``Clearing Process''); or (ii) a Depository Trust Company (``DTC'') 
participant, and, in each case, must have executed an agreement with 
the Distributor, with respect to creations and redemptions of Creation 
Units. A Participating Party and DTC participant are collectively 
referred to as an ``Authorized Participant.''
    All orders to create Creation Units, whether through a 
Participating Party or a DTC participant, must be received by the 
Distributor no later than the closing time of the regular trading 
session on the NYSE (ordinarily 4:00 p.m. E.T.) in each case on the 
date such order is placed in order for creation of Creation Units to be 
effected based on the NAV of Shares of the Fund as next determined on 
such date after receipt of the order in proper form.

Redemption of Shares

    Fund Shares may be redeemed only in Creation Units at the NAV next 
determined after receipt of a redemption request in proper form by the 
Fund through BNY and only on a business day. The Fund will not redeem 
Shares in amounts less than a Creation Unit.
    With respect to the Fund, BNY, through the NSCC, will make 
available prior to the opening of business on NYSE Arca (currently 9:30 
a.m. E.T.) on each business day, the amount of cash that will be paid 
(subject to possible amendment or correction) in respect of redemption 
requests received in proper form on that day (``Redemption Cash'').
    The redemption proceeds for a Creation Unit generally will consist 
of the Redemption Cash, as announced on the business day of the request 
for redemption received in proper form, less a redemption transaction 
fee.

Initial and Continued Listing

    The Shares will conform to the initial and continued listing 
criteria under NYSE Arca Equities Rules 5.2(j)(3) and 5.5(g)(2), except 
that the Index is comprised of options based on ``US Component Stocks'' 
\19\ rather than US Component Stocks themselves. The Exchange 
represents that, for initial and/or continued listing, the Fund will be 
in compliance with Rule 10A-3 under the Exchange Act,\20\ as provided 
by NYSE Arca Equities Rule 5.3. A minimum of 100,000 Shares will be 
outstanding at the commencement of trading on the Exchange. The 
Exchange will obtain a representation from the issuer of the Shares 
that the NAV will be calculated daily and made available to all market 
participants at the same time.
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    \19\ NYSE Arca Equities Rule 5.2(j)(3) defines the term ``US 
Component Stock'' to mean an equity security that is registered 
under Sections 12(b) or 12(g) of the Exchange Act or an American 
Depositary Receipt, the underlying equity security of which is 
registered under Sections 12(b) or 12(g) of the Exchange Act.
    \20\ 17 CFR 240.10A-3.
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Availability of Information

    The Fund's Web site (www.alpsetfs.com), which will be publicly 
available prior to the public offering of the Shares, will include a 
form of the prospectus for the Fund that may be downloaded. The Fund's 
Web site will include additional quantitative information updated on a 
daily basis, including, for the Fund, (1) daily trading volume, the 
prior business day's reported closing price, NAV and mid-point of the 
bid/ask spread at the time of calculation of such NAV (``Bid/Ask 
Price''),\21\ and a calculation of the premium and discount of the Bid/
Ask Price against the NAV, and (2) data in chart format displaying the 
frequency distribution of discounts and premiums of the daily Bid/Ask 
Price against the NAV, within appropriate ranges, for each of the four 
previous calendar quarters.\22\
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    \21\ The Bid/Ask Price of the Fund will be determined using the 
mid-point of the highest bid and the lowest offer on the Exchange as 
of the time of calculation of the Fund's NAV. The records relating 
to Bid/Ask Prices will be retained by the Fund and its service 
providers.
    \22\ Under accounting procedures followed by the Fund, trades 
made on the prior business day (``T'') will be booked and reflected 
in NAV on the current business day (``T+1''). Accordingly, the Fund 
will be able to disclose at the beginning of the business day the 
portfolio that will form the basis for the NAV calculation at the 
end of the business day.
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    On a daily basis, the Adviser will disclose for each portfolio 
security and other financial instrument of the Fund the following 
information: ticker symbol (if applicable), name of security and 
financial instrument, number of securities or dollar value of financial 
instruments held in the portfolio, and percentage weighting of the 
security and financial instrument in the portfolio. The Fund's 
portfolio holdings, including information regarding its option 
positions, will be disclosed each day on the Fund's Web site. The Web 
site information will be publicly available at no charge.
    The NAV per Share for the Fund will be determined once daily as of 
the close of the NYSE, usually 4:00 p.m. E.T., each day the NYSE is 
open for trading. NAV per Share will be determined by dividing the 
value of the Fund's portfolio securities, cash and other assets 
(including accrued interest), less all liabilities (including accrued 
expenses), by the total number of Shares outstanding.
    Investors can also obtain the Trust's Statement of Additional 
Information (``SAI''), the Fund's Shareholder Reports, and its Form N-
CSR and Form N-SAR, filed twice a year. The Trust's SAI and Shareholder 
Reports are available free upon request from the Trust, and those 
documents and the Form N-CSR and Form N-SAR may be viewed on-screen or 
downloaded from the Commission's Web site at www.sec.gov. Information 
regarding market price and trading volume of the Shares will be 
continually available on a real-time basis throughout the day on 
brokers' computer screens and other electronic services. Information 
regarding the previous day's closing price and trading volume 
information will be published daily in the financial section of 
newspapers. Quotation and last-sale information for the Shares will be 
available via the Consolidated Tape Association (``CTA'') high-speed 
line. The value of the Index and the values of the OTC put options 
components in the Index (which will each be weighted at 1/20 of the 
Index value) will be published by one or more major market data vendors 
every 15 seconds during the NYSE Arca Core Trading Session of 9:30 a.m. 
E.T. to 4:00 p.m. E.T. A list of components of the Index, with 
percentage weightings, will be available on the Exchange's Web site. 
Each of the stocks underlying the OTC put options in the Index also 
will underlie standardized options contracts traded on U.S. options 
exchanges, which will disseminate quotation and last-sale information 
with respect to such contracts. In addition, the Intraday Indicative 
Value will be widely disseminated by one or more major market data 
vendors at least every 15 seconds during the Core Trading Session.\23\ 
The dissemination of the Intraday Indicative Value will allow investors 
to determine the value of the underlying portfolio of the Fund on a 
daily basis and to provide a close

[[Page 64158]]

estimate of that value throughout the trading day.
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    \23\ Currently, it is the Exchange's understanding that several 
major market data vendors display and/or make widely available 
Intraday Indicative Values taken from the CTA or other data feeds.
---------------------------------------------------------------------------

    Additional information regarding the Trust and the Shares, 
including investment strategies, risks, creation and redemption 
procedures, fees, portfolio holdings disclosure policies, 
distributions, and taxes is included in the Registration Statement.

Trading Halts

    With respect to trading halts, the Exchange may consider all 
relevant factors in exercising its discretion to halt or suspend 
trading in the Shares of the Fund.\24\ Trading in Shares of the Fund 
will be halted if the circuit breaker parameters in NYSE Arca Equities 
Rule 7.12 have been reached. Trading also may be halted because of 
market conditions or for reasons that, in the view of the Exchange, 
make trading in the Shares inadvisable. These may include: (1) The 
extent to which trading is not occurring in the securities comprising 
the Fund's portfolio holdings and/or the financial instruments of the 
Fund; or (2) whether other unusual conditions or circumstances 
detrimental to the maintenance of a fair and orderly market are 
present.
---------------------------------------------------------------------------

    \24\ See NYSE Arca Equities Rule 7.12, Commentary .04.
---------------------------------------------------------------------------

    If the Intraday Indicative Value, the Index value, or the value of 
the components of the Index is not available or is not being 
disseminated as required, the Exchange may halt trading during the day 
in which the disruption occurs; if the interruption persists past the 
day in which it occurred, the Exchange will halt trading no later than 
the beginning of the trading day following the interruption. The 
Exchange will obtain a representation from the Fund that the NAV for 
the Fund will be calculated daily and will be made available to all 
market participants at the same time. Under NYSE Arca Equities Rule 
7.34(a)(5), if the Exchange becomes aware that the NAV for the Fund is 
not being disseminated to all market participants at the same time, it 
will halt trading in the Shares until such time as the NAV is available 
to all market participants.

Trading Rules

    The Exchange deems the Shares to be equity securities, thus 
rendering trading in the Shares subject to the Exchange's existing 
rules governing the trading of equity securities. Shares will trade on 
the NYSE Arca Marketplace from 4:00 a.m. to 8:00 p.m. E.T. in 
accordance with NYSE Arca Equities Rule 7.34 (Opening, Core, and Late 
Trading Sessions). The Exchange has appropriate rules to facilitate 
transactions in the Shares during all trading sessions. As provided in 
NYSE Arca Equities Rule 7.6, Commentary .03, the minimum price 
variation (``MPV'') for quoting and entry of orders in equity 
securities traded on the NYSE Arca Marketplace is $0.01, with the 
exception of securities that are priced less than $1.00 for which the 
MPV for order entry is $0.0001.

Surveillance

    The Exchange intends to utilize its existing surveillance 
procedures applicable to derivative products (which include Investment 
Company Units) to monitor trading in the Shares. The Exchange 
represents that these procedures are adequate to properly monitor 
Exchange trading of the Shares in all trading sessions and to deter and 
detect violations of Exchange rules and applicable federal securities 
laws.
    The Exchange's current trading surveillance focuses on detecting 
securities trading outside their normal patterns. When such situations 
are detected, surveillance analysis follows and investigations are 
opened, where appropriate, to review the behavior of all relevant 
parties for all relevant trading violations.
    The Exchange may obtain information via the Intermarket 
Surveillance Group (``ISG'') from other exchanges that are members of 
ISG or with which the Exchange has entered into a comprehensive 
surveillance sharing agreement.\25\
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    \25\ For a list of the current members of ISG, see 
www.isgportal.org. The Exchange notes that not all components of the 
portfolio for the Fund may trade on markets that are members of ISG 
or with which the Exchange has in place a comprehensive surveillance 
sharing agreement.
---------------------------------------------------------------------------

    In addition, the Exchange also has a general policy prohibiting the 
distribution of material, non-public information by its employees.

Suitability

    Currently, NYSE Arca Equities Rule 9.2(a) (Diligence as to 
Accounts) provides that an Equity Trading Permit (``ETP'') Holder, 
before recommending a transaction in any security, must have reasonable 
grounds to believe that the recommendation is suitable for the customer 
based on any facts disclosed by the customer as to its other security 
holdings and as to its financial situation and needs. Further, the rule 
provides, with a limited exception, that prior to the execution of a 
transaction recommended to a non-institutional customer, the ETP Holder 
must make reasonable efforts to obtain information concerning the 
customer's financial status, tax status, investment objectives, and any 
other information that such ETP Holder believes would be useful to make 
a recommendation.
    Prior to the commencement of trading, the Exchange will inform its 
ETP Holders of the suitability requirements of NYSE Arca Equities Rule 
9.2(a) in an Information Bulletin (``Bulletin''). Specifically, ETP 
Holders will be reminded in the Information Bulletin that, in 
recommending transactions in these securities, they must have a 
reasonable basis to believe that (1) the recommendation is suitable for 
a customer given reasonable inquiry concerning the customer's 
investment objectives, financial situation, needs, and any other 
information known by such member, and (2) the customer can evaluate the 
special characteristics, and is able to bear the financial risks, of an 
investment in the Shares. In connection with the suitability 
obligation, the Information Bulletin will also provide that members 
must make reasonable efforts to obtain the following information: (1) 
The customer's financial status; (2) the customer's tax status; (3) the 
customer's investment objectives; and (4) such other information used 
or considered to be reasonable by such member or registered 
representative in making recommendations to the customer.
    In addition, FINRA has issued a regulatory notice relating to sales 
practice procedures applicable to recommendations to customers by FINRA 
members of reverse convertibles, as described in FINRA Regulatory 
Notice 10-09 (February 2010) (``FINRA Regulatory Notice'').\26\ As 
described above, while the Fund will not invest in traditional reverse 
convertible securities, the down and in put options written by the Fund 
will have the effect of exposing the Fund to the return of reverse 
convertible securities as if the Fund owned such reverse convertible 
securities directly. Therefore, the Bulletin will state that ETP 
Holders that carry customer accounts should follow the FINRA guidance 
set forth in the FINRA Regulatory Notice.
---------------------------------------------------------------------------

    \26\ The Exchange notes that NASD Rule 2310 relating to 
suitability, referenced in the FINRA Regulatory Notice, has been 
superseded by FINRA Rule 2111. See FINRA Regulatory Notice 12-25 
(May 2012).
---------------------------------------------------------------------------

    As disclosed in the Registration Statement, the Fund is designed 
for investors who seek to obtain income through selling options on 
select equity securities which the Index Provider determines to have 
the highest volatility. Because of the high volatility of the stocks 
underlying the options

[[Page 64159]]

sold by the Fund, it is possible that the value of such stocks will 
decline in sufficient magnitude to trigger the exercise of the options 
and cause a loss which may outweigh the income from selling such 
options. The Registration Statement states that, accordingly, the Fund 
should be considered a speculative trading instrument and is not 
necessarily appropriate for investors who seek to avoid or minimize 
their exposure to stock market volatility. The Exchange's Information 
Bulletin regarding the Fund, described below, will provide information 
regarding the suitability of an investment in the Shares, as stated in 
the Registration Statement.

Information Bulletin

    Prior to the commencement of trading, the Exchange will inform its 
ETP Holders in the Bulletin of the special characteristics and risks 
associated with trading the Shares. Specifically, the Bulletin will 
discuss the following: (1) The procedures for purchases and redemptions 
of Shares in Creation Units (and that Shares are not individually 
redeemable); (2) NYSE Arca Equities Rule 9.2(a), which imposes a duty 
of due diligence on its ETP Holders to learn the essential facts 
relating to every customer prior to trading the Shares; (3) the risks 
involved in trading the Shares during the Opening and Late Trading 
Sessions when an updated Intraday Indicative Value will not be 
calculated or publicly disseminated; (4) how information regarding the 
Intraday Indicative Value is disseminated; (5) the requirement that ETP 
Holders deliver a prospectus to investors purchasing newly issued 
Shares prior to or concurrently with the confirmation of a transaction; 
and (6) trading information.
    In addition, the Bulletin will reference that the Fund is subject 
to various fees and expenses described in the Registration Statement. 
The Bulletin will discuss any exemptive, no-action, and interpretive 
relief granted by the Commission from any rules under the Exchange Act. 
The Bulletin will also disclose that the NAV for the Shares will be 
calculated after 4:00 p.m. E.T. each trading day.
2. Statutory Basis
    The basis under the Exchange Act for this proposed rule change is 
the requirement under Section 6(b)(5) \27\ that an exchange have rules 
that are designed to prevent fraudulent and manipulative acts and 
practices, to promote just and equitable principles of trade, to remove 
impediments to, and perfect the mechanism of a free and open market, 
and, in general, to protect investors and the public interest.
---------------------------------------------------------------------------

    \27\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

    The Exchange believes that the proposed rule change is designed to 
prevent fraudulent and manipulative acts and practices in that the 
Shares will be listed and traded on the Exchange pursuant to the 
initial listing criteria in NYSE Arca Equities Rule 5.2(j)(3) and 
Commentary .01 thereto and continued listing criteria in NYSE Arca 
Equities Rule 5.5(g)(2). The Exchange has in place surveillance 
procedures that are adequate to properly monitor trading in the Shares 
in all trading sessions and to deter and detect violations of Exchange 
rules and applicable federal securities laws. The Exchange may obtain 
information via ISG from other exchanges that are members of ISG or 
with which the Exchange has entered into a comprehensive surveillance 
sharing agreement. The 20 stocks on which options will be written will 
be from a selection of the largest capitalized (over $5 billion in 
market capitalization) stocks which also have listed options and which 
have the highest volatility, as determined by the Index Provider, and 
will be NMS stocks as defined in Rule 600 of Regulation NMS under the 
Exchange Act. Each option written by the Fund will be covered through 
investments in three month T-Bills at least equal to the Fund's maximum 
liability under the option (i.e., the strike price). The Fund will not 
invest in non-U.S. equity securities and the Fund's investments will be 
consistent with the Fund's investment objective and will not be used to 
enhance leverage. FINRA has issued a regulatory notice relating to 
sales practice procedures applicable to recommendations to customers by 
FINRA members of reverse convertibles, as described in the FINRA 
Regulatory Notice, and ETP Holders that carry customer accounts should 
follow the FINRA guidance set forth therein. Prior to the commencement 
of trading, the Exchange will inform its ETP Holders in an Information 
Bulletin of the special characteristics and risks associated with 
trading the Shares. The Information Bulletin will state that ETP 
Holders that carry customer accounts should follow FINRA guidance set 
forth in the FINRA Regulatory Notice.
    The proposed rule change is designed to promote just and equitable 
principles of trade and to protect investors and the public interest in 
that, if the Intraday Indicative Value, the Index value, or the value 
of the components of the Index is not available or is not being 
disseminated as required, the Exchange may halt trading during the day 
in which the disruption occurs; if the interruption persists past the 
day in which it occurred, the Exchange will halt trading no later than 
the beginning of the trading day following the interruption. The 
Exchange will obtain a representation from the Fund that the NAV for 
the Fund will be calculated daily and will be made available to all 
market participants at the same time. Under NYSE Arca Equities Rule 
7.34(a)(5), if the Exchange becomes aware that the NAV for the Fund is 
not being disseminated to all market participants at the same time, it 
will halt trading in the Shares until such time as the NAV is available 
to all market participants. The Fund's portfolio holdings, including 
information regarding its option positions, will be disclosed each day 
on the Fund's Web site. The Web site information will be publicly 
available at no charge. Information regarding market price and trading 
volume of the Shares will be continually available on a real-time basis 
throughout the day on brokers' computer screens and other electronic 
services. Quotation and last-sale information for the Shares will be 
available via the CTA high-speed line. The value of the Index and the 
values of the OTC put options components in the Index (which will each 
be weighted at 1/20 of the Index value) will be published by one or 
more major market data vendors every 15 seconds during the NYSE Arca 
Core Trading Session of 9:30 a.m. E.T. to 4:00 p.m. E.T. A list of 
components of the Index, with percentage weightings, will be available 
on the Exchange's Web site. Each of the stocks underlying the OTC put 
options in the Index also will underlie standardized options contracts 
traded on U.S. options exchanges, which will disseminate quotation and 
last-sale information with respect to such contracts. In addition, the 
Intraday Indicative Value will be disseminated by one or more major 
market data vendors at least every 15 seconds during the NYSE Arca Core 
Trading Session.
    The proposed rule change is designed to perfect the mechanism of a 
free and open market and, in general, to protect investors and the 
public interest in that it will facilitate the listing and trading of 
an additional type of exchange-traded product that will enhance 
competition among market participants, to the benefit of investors and 
the marketplace. As noted above, the Exchange has in place surveillance 
procedures relating to trading in the Shares and may obtain information 
via ISG from other exchanges that are members of ISG or

[[Page 64160]]

with which the Exchange has entered into a comprehensive surveillance 
sharing agreement. In addition, as noted above, investors will have 
ready access to information regarding the Fund's portfolio holdings, 
the Intraday Indicative Value, and quotation and last-sale information 
for the Shares.

B. Self-Regulatory Organization's Statement on Burden on Competition

    The Exchange does not believe that the proposed rule change will 
impose any burden on competition that is not necessary or appropriate 
in furtherance of the purposes of the Act.

C. Self-Regulatory Organization's Statement on Comments on the Proposed 
Rule Change Received From Members, Participants, or Others

    No written comments were solicited or received with respect to the 
proposed rule change.

III. Date of Effectiveness of the Proposed Rule Change and Timing for 
Commission Action

    Within 45 days of the date of publication of this notice in the 
Federal Register or within such longer period (i) as the Commission may 
designate up to 90 days of such date if it finds such longer period to 
be appropriate and publishes its reasons for so finding or (ii) as to 
which the self-regulatory organization consents, the Commission will:
    (A) By order approve or disapprove the proposed rule change, or
    (B) institute proceedings to determine whether the proposed rule 
change should be disapproved.

IV. Solicitation of Comments

    Interested persons are invited to submit written data, views, and 
arguments concerning the foregoing, including whether the proposed rule 
change is consistent with the Act. Comments may be submitted by any of 
the following methods:

Electronic Comments

     Use the Commission's Internet comment form (https://www.sec.gov/rules/sro.shtml); or
     Send an email to rule-comments@sec.gov. Please include 
File Number SR-NYSEArca-2012-108 on the subject line.

Paper Comments

     Send paper comments in triplicate to Elizabeth M. Murphy, 
Secretary, Securities and Exchange Commission, 100 F Street NE., 
Washington, DC 20549-1090.

All submissions should refer to File Number SR-NYSEArca-2012-108. This 
file number should be included on the subject line if email is used. To 
help the Commission process and review your comments more efficiently, 
please use only one method. The Commission will post all comments on 
the Commission's Internet Web site (https://www.sec.gov/rules/sro.shtml). Copies of the submission, all subsequent amendments, all 
written statements with respect to the proposed rule change that are 
filed with the Commission, and all written communications relating to 
the proposed rule change between the Commission and any person, other 
than those that may be withheld from the public in accordance with the 
provisions of 5 U.S.C. 552, will be available for Web site viewing and 
printing in the Commission's Public Reference Section, 100 F Street 
NE., Washington, DC 20549-1090, on official business days between 10:00 
a.m. and 3:00 p.m. Copies of the filing will also be available for 
inspection and copying at the NYSE's principal office and on its 
Internet Web site at www.nyse.com. All comments received will be posted 
without change; the Commission does not edit personal identifying 
information from submissions. You should submit only information that 
you wish to make available publicly. All submissions should refer to 
File Number SR-NYSEArca-2012-108 and should be submitted on or before 
November 8, 2012.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\28\
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    \28\ 17 CFR 200.30-3(a)(12).
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Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2012-25598 Filed 10-17-12; 8:45 am]
BILLING CODE 8011-01-P